Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934

Date of
Report (Date of earliest event reported): April 12,
2019

EXACTUS, INC.

(Exact
name of the registrant as specified in its charter

Nevada

000-55828

27-1085858

(State or other
jurisdiction

of
incorporation)

(Commission

File
Number)

(IRS Employer
Identification No.)

80 NE 4th Avenue, Suite 28, Delray Beach, FL 33483

(Address
of principle executive offices) (Zip code)

Registrant’s
telephone number, including area code: (804) 205-5036

______________________________________________________

(Former
name or address if changed since last report)

Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions (see General Instruction A.2
below):

Indicate
by check mark whether the registrant is an emerging growth company
as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).

[
] Emerging growth company

If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. [
]

SECTION 1 – REGISTRANT’S BUSINESS AND
OPERATIONS

Item 1.02 Termination of a Material Definitive
Agreement.

As disclosed in our Current Report on Form 8-K filed March 25,
2019, we previously entered into agreements for the acquisition of
CannacareMD, LLC and Tierra Healthcare Concepts, LLC (the
“Purchase Agreements”) from their members. The Purchase
Agreements provided for the payment of $1.2 million in cash and up
to $1.0 million in our Common Stock to the selling members and are
subject to various closing conditions including termination of the
Purchase Agreements if a closing date did not occur on or prior to
April 15, 2019. We do not intend to close the acquisitions on or
prior to the closing date and have been informed that the members
do not intend to extend the time for closing of the
transactions.

SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity
Securities.

Issuance of Additional Common Stock In Private
Offering

As disclosed in our Current Reports on Form 8-K filed February 21,
2019, February 28, 2019, March 6, 2019, March 14, 2019, and April
1, 2019, we previously accepted subscriptions in connection with a
private offering of our securities. On April 11, 2019 we accepted
additional subscriptions in the total amount $612,040 and issued an
additional 1,282,175 shares of our common stock, par value $0.0001
per share (the “Common Stock”) and terminated the
offering under which we have accepted $4,087,309 of subscriptions
(such amount includes $125,000 held in escrow pending closing). The
offer and sale of our Common Stock was made solely to "Accredited
Investors" as defined in Rule 501 of Regulation D promulgated under
the Securities Act of 1933 (the “Securities Act”). We
engaged in no general solicitation or advertising with regard to
the offering. Accordingly, the offer and sale of these shares was
exempt under Rule 506 of Regulation D under the Securities
Act.

Following the issuance of common stock as described above, our
total issued and outstanding common stock will be 33,831,265
shares.

SIGNATURES

Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.